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Company director report

Your Directors have pleasure in presenting the 33rd Annual Report of the Companytogether with the Audited Financial Statements (Standalone and Consolidated) for theFinancial Year ended March 31 2017.

The Financial year of the Company in the previous year has been changed from July Juneto April-March in line with the provision of the Companies Act 2013 which prescribe auniform financial year. Accordingly Previous year's Annual Accounts and Report of theCompany are for a period of nine months from July 1 2015 to March 31 2016. The figuresfor the previous year of 15 months ended on March 31 2016 are not comparable withcurrent year of 12 months ended on March 31 2017 a period of twelve months.

FINANCIAL RESULTS FOR THE YEAR ENDED ON MARCH 31 2017

(Rs. in Lacs.)

Particulars

Year ended on March 31 2017

9 Months ended on March 31 2016

Year ended on March 31 2017

9 Months ended on March 31 2016

Consolidated Results

Standalone Results

2016-17

2015-16

2016-17

2015-16

Income from Operations

46337.19

43959.67

122.80

115.36

Other Income

1.35

30.12

1.35

30.12

Total Income

46338.55

43989.79

124.15

145.48

Earning before Depreciation Interest & Tax

19752.69

20099.90

43.54

75.05

Less : Depreciation

27876.03

20693.98

40.14

35.36

Interest

2485.65

1421.58

0.00

0.00

Profit / (Loss) Before Tax

(10608.99)

(2015.64)

3.40

39.69

Provision for Taxation

(28.77)

(18.15)

(28.77)

(18.15)

Net Profit / (Loss) for the year

(10580.22)

(1997.49)

32.17

57.84

Note: The Company has prepared the financial statements in accordance with theCompanies (Indian Accounting Standards) Rules 2015 prescribed under Section 133 of theCompanies Act 2013. The Company has adopted the Indian Accounting Standards (Ind AS) from1 April 2016. The comparative financial information of the Company for a period of ninemonths from July 01 2015 to March 31 2016 have also been restated to comply with Ind AS.

OPERATIONS

The total income of the Company on standalone basis in the current year has beenRs.124.15 Lacs against Rs.145.48 Lacs previous year. The Total income of the Company onthe consolidated basis in the current year has been Rs.46338.55 Lacs against Rs.43989.79Lacs. The Company's Substantial Investment is in the overseas subsidiaries which are inthe business of Oil related activities. The Major Income of the Company is due to theoperations of the subsidiaries in Oil related activities which are reflected in theConsolidated Financial Statements.

DIVIDEND & TRANSFER TO RESERVE

Directors have not recommended payment of any dividend for the year under review with aview to the conserve the resources and also no amount is proposed to be transferred to thereserves.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31 2017 was Rs.271403068divided into 271403068 Equity Shares of Rs.1/- each. There has not been any change inthe Equity Share Capital of the Company during the

Financial Year ended on March 31 2017.

MEETINGS OF THE BOARD

Six Board Meetings were held during the financial year ended March 31 2017. Thedetails of the Board Meetings with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has constituted following committees of Directors to deal with matters andmonitor the activities falling within the respective terms of reference:-

 ?Audit Committee

 ?Nomination and Remuneration Committee

 ?Stakeholders Relationship Committee

 ?Corporate Social Responsibility Committee

The details of the membership terms of reference and attendance at the meetings of theabove Committees of the Board are provided in the Corporate Governance Report forming apart of this Annual Report. There has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.

DIRECTORS

Pursuant to Section 152 of the Companies Act 2013 Mr. Chetan Sandesara Director ofthe Company retires by rotation and being eligible offers himself for re-appointment atthe ensuing Annual General Meeting. The board recommends his re-appointment.

DECLARATION OF INDEPENDENCE BY DIRECTOR

Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Companies Act 2013 the Board hereby confirm that all the Independent Directors ofthe Company have given a declaration and have confirmed that they meet the criteria ofindependence as provided in the said Section 149(6) read with Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has the following five direct and indirect overseas subsidiary companies ason March 31 2017:

1. British Oil & Gas Exploration Private Limited Mauritius (BOGEPL)

BOGEPL is 100% owned subsidiary of the Company which is a Holding Company of BritishOil Resources Limited.

BOGEL is 99.96% owned subsidiary of BORL. The Company is engaged in business of oilrigs and associated services which involves the purchase of oil rigs and letting it onhire by deployment of rigs on oil fields for drilling.

4. Sterling Oil Resources Limited British Virgin Islands (SORL)

Sterling Oil Resources Ltd is a 100% subsidiary of BORL. The company is engaged in thebusiness of oil trading and other related products.

5. Geodynamics Geospectra Limited British Virgin Islands (GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The companyprovides services in the collection and interpretation of seismic data. It is capable ofacquiring both two-dimensional and three-dimensional seismic data. Seismic data iscollected by causing an explosion in the area beneath a shot-hole and then capturing theresulting resonance by a geophone and a telemetry system. Interpretation of the seismicdata collected helps in identifying the precise points for well drilling. During the yearthe Board of Directors (the Board) reviewed the affairs of material subsidiaries. We havein accordance with Section 129(3) of the Companies Act 2013 prepared consolidatedfinancial statements of the Company and all its subsidiaries which form part of theAnnual Report. Further the report on the performance and financial position of each ofthe subsidiary associate and joint venture and salient features of the financialstatements in the prescribed Form AOC-1 is given. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited financialstatements of each of the subsidiary will be available on our websitewww.sterinternational.com. These documents will also be available for inspection duringbusiness hours at the registered office of the Company.

The Board has approved a policy for determining material subsidiaries and same isuploaded on the website of the company. The web link for the same is as under;www.sterinternational.com/Pages/policy.aspx

DEPOSITS

During the year ended on March 31 2017 your Company has not accepted any fixeddeposits from the public falling under Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014. Thus as on March 31 2017 there were nodeposits which remained unpaid or unclaimed and due for repayment.

STATUTORY AUDITORS

As per the provisions of the Act the period of office of M/s. H. S. Hathi & Co.Chartered Accountants Statutory Auditors of the Company expires at the conclusion of theensuing Annual General Meeting.

It is proposed to appoint M/s. Mukesh & Associates Chartered Accountants asAuditors of the Company for a term of 5(five) consecutive year. M/s. Mukesh &Associates Chartered Accountants have confirmed their eligibility and qualificationrequired under the Act for holding the office as Statutory Auditors of the Company.

The observations and comments given by Auditors in their report read together withnotes to Accounts are self-explanatory and hence do not call for any further commentsunder Section 134 of the Act. The Auditors' Report does not contain any qualificationreservation or adverse remark.

SECRETARIAL AUDITOR

A Secretarial Audit was conducted during the financial year ended on March 31 2017 bythe Secretarial Auditor M/s. S Bhattbhatt & Co Company Secretary in Practice. Thereare observations made by the Secretarial Auditor in their Report. The Report ofSecretarial Audit in form of MR-3 for the year ended on March 31 2017 is attached asAnnexure-2 to the Report.

RELATED PARTY TRANSACTIONS

All contract(s) / arrangement(s) / transaction(s) entered into by your Company with itsrelated parties during the year under review were:

 In "ordinary course of business" of the Company;

 On "an arm's length basis"; and

 Not "material"

As per the provisions of Section 188(1) of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014. Accordingly Form AOC-2 prescribed under theprovisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules2014 for disclosure of details of Related Party Transactions which are "not atarm's length basis" and also which are "material & at arm's lengthbasis" is not provided as an annexure of the Directors' Report.

However details of the Related Party Transactions entered into during the year underreview and as on March 31 2017 are disclosed as part of the financial statements of yourCompany for the year under review as Note 22. Further pursuant to the provisions of theAct and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 Board has approved and adopted a Policy on Related PartyTransactions. The said policy is available on your Company's website viz.www.sterinternational.com/Pages/policy.aspx

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid by the Company.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company does not have any loan guarantee or investments except as stated in NoteNo. 15 forming part of financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year ended on March 31 2017 there were no such orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures commensurate with its size andnature of business. The business control procedures ensure efficient use and protection ofCompany's resources and compliance with policies procedures and statutory requirements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end on March 31 2017 to which the financialstatements relate and the date of this report.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration of Directors and SeniorManagement Employees. The Policy is approved by the Nomination and Remuneration Committee.The policy on the above is attached as Annexure-3 to this report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) is a company's sense of responsibility towardsthe community and environment in which it operates. It is the continuing commitment bybusiness to behave ethically and contribute to economic development of the society atlarge and building capacity for sustainable livelihoods. The Company believes inconducting its business responsibly fairly and in a most transparent manner. Itcontinually seeks ways to bring about an overall positive impact on the society andenvironment where it operates and as a part of its social objectives.

This policy has been formally formulated and adopted in terms of Section 135 of theCompanies Act 2013 and Rules framed there under to undertake CSR activities.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicatingactivities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

In view of the average annual net profit for the past three years comes to negativefigure which is calculated as per the applicable provisions of the Companies Act 2013your Company was not required to spend any amount towards the CSR activities as per theapplicable provisions of Section 135 of the Companies Act 2013. Accordingly the detailsof the CSR activities during the year under review are not provided in this Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").

The performance of the committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committees meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Borad and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

CORPORATE GOVERNANCE

Corporate Governance requirements under the Companies Act 2013 and as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate report on corporate governance under theSecurities Exchange Board India (Listing Obligations and Disclosure Requirements)Regulations 2015 along with the certificate from the Statutory Auditor confirming thecompliance is Annexure-4 and forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis for the year under review as stipulated underRegulation 34 (3) read with Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of Annexure-1 to the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure-5.

PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration of more than One crore and two lacs rupeeslimit as specified under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

VIGIL MECHANISM

Your Company has a well-defined 'Whistle Blower Policy' and established Vigil Mechanismto provide for adequate safeguard against victimisation of Directors and employees whofollow such mechanism and also make provisions for direct access to the chairperson ofAudit Committee in appropriate cases. Details of the Vigil Mechanism policy are madeavailable on the Company's website at www.sterinternational.com/Pages/policy.aspx.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by other Directors and Senior Management giving an overview of theCompany's operations to familiarize the new IDs with the Company's business operations.The new IDs are given an orientation on our products group structure and subsidiaryCompany Board constitution and procedures matters reserved for the Board and theCompany's major risks and risk management strategy. The Policy on the Company'sFamiliarisation Programme for IDs can be accessed atwww.sterinternational.com/Pages/policy.aspx.

INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate Internal Controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain the reliability and authenticity of financial information.

The Company has in place a Policy against Sexual Harassment at work place in line withthe requirement of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set-up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainees) are covered under this Policy. No complaint received by theCommittee during the year.

In accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013 therequired information relating to conservation of energy technology absorption is notrequired to be given as Company do not have any manufacturing activities. There is noforeign exchange earnings or outgo during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 yourDirectors hereby states that :

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures from the same;

b) The accounting policies have been selected and these have been applied consistentlyand judgments and estimates made thereon are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company for the year ended on March 31 2017and of the Loss of the Company for the aforesaid period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) Annual accounts of the Company have been prepared on a 'going concern' basis;

e) Internal financial controls have been laid down and being followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the contributionmade by the Shareholders Suppliers Customers Stockists & Importers Banks and allEmployees of the Company during the year under report.